Listing Requirements of the TSX Venture Exchange (TSX-V) – Exploration and Mining Companies

– * last updated August 30, 2015 –

 TSX Venture Exchange Mining Listing RequirementsThere are two tiers on the TSX Venture Exchange. Tier One is aimed at larger more established companies. Tier One companies have certain listing benefits not available to more junior companies listed on Tier Two of the TSX Venture Exchange. Tier Two companies are generally early stage or junior companies which the TSX Venture Exchange believes need a bit more guidance than Tier One companies. The table below sets-out the listing requirements for Tier One and Tier Two of the TSX Venture Exchange (TSX-V) for Exploration and Mining Companies.

We are always open to talk to corporate executives who are considering listing on the TSX-V.  The listing requirements can sometimes be confusing and waivers can be applied for in certain circumstances when a company desiring to list is strong in all listing categories but for one.  Do feel free to book an appointment with us if you need assistance to determine if your company qualifies to list on the TSX-V or other exchange.

TSX-V – Exploration and Mining Companies Listing Requirements

Requirements In Production Mining Companies (Tier 1) Pre-Production Feasibility Stage Mining Companies (Tier 2)
Property Requirements Material interest in a Tier 1 property(1) Significant interest(2) in a qualifying property or, at discretion of the Exchange, a right to earn a significant interest in a qualifying property.
Recommended Work Program $500,000 on the qualifying property as recommended by geological report $200,000 on the qualifying property as recommended by geological report
Net Tangible Assets $2,000,000 net tangible assets No requirement
Minimum Prior Expenditure and Work Program N/A C$100,000 of exploration expenditures on the qualifying property in the past three years
# of Public Board Lot Holders 250 200
Minimum Free Trading Public Float 1,000,000 shares. 500,000 shares.
Minimum % of Issued and Outstanding Listed Shares Held by Public 20% 20%
Market value of Issued Securities to be Listed No minimum No minimum
Minimum IPO Price Conducted Concurrent to Listing C$0.10 C$0.10
Minimum Cash in Treasury Adequate to carry out stated work plan or execute business plan for 18 months following listing. Adequate to carry out stated work plan or execute business plan for 12 months following listing.
Minimum Additional Working Capital C$200,000 C$100,000
Sponsorship Required Yes(3) Yes(3)
Form 43-101 Geological Report Yes. Yes.

Notes:

  1. “Tier 1 property” means a property that has substantial geological merit and is:
    • a property in which the Issuer holds a material interest;
    • a property on which previous exploration, including detailed surface geological, geophysical and/or geochemical surveying and at least an initial phase of drilling or other detailed sampling (such as trench or underground opening sampling), has been completed;
    • a property on which drilling or other detailed sampling on the property has identified potentially economic or economic materialization; and
    • an independent geological report recommends a minimum $500,000 Phase 1 drilling (or other form of detailed sampling) program based on the merits of previous exploration results; or an independent, positive, feasibility study demonstrates that the property is capable of generating positive cash flow from ongoing operations.
  2. Significant interest means the company holds or have the right to earn and maintain a 50% interest in the property. Companies holding less than a 50% interest will be considered on a case-by- case basis looking at program size stage of advancement of the property and strategic alliances.
  3. The TSX may waive the sponsorship requirement if sufficient 3rd party due diligence has been conducted (ie. underwriter review in concurrent initial public offering.)

The listing staff of the TSX Venture Exchange will also look at the suitability of all officers, directors and stockholders holding 10% or more of the company’s stock. Companies must have at least two independent directors. All companies listed on the TSX Venture Exchange must agree to abide by the corporate governance requirements of the exchange. For the listing criteria of exploration and mining companies on the TSX, go to the TSX Venture Exchange website: TSX – Listing Requirements for Exploration & Mining Companies

For the listing criteria of technology, industrial and research and development companies click here or go to the TSX Venture Exchange website.  TSX – Industrial, Technology, Research & Development.

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Other Articles You May Find of Interest:

 

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    Alixe Cormick is the founder of Venture Law Corporation in Vancouver, British Columbia and a member of Commercialization Advisory Board of the Life Science Institute at the University of British Columbia, the Advisory Board of the National Crowdfunding Association and two private tech companies. She is also a member of the Pacific Northwest Keiretsu Forum, an association of accredited private equity angel investors, venture capitalists and corporate/institutional investors, and Vantech Angel Technology Network, a Vancouver angel group. You can reach Alixe by phone at 604-659-9188, by email at acormick@venturelawcorp.com, on twitter @AlixeCormick or on Google+.

    Listing Requirements of the NASDAQ Stock Market

    – * last updated August 30, 2015 –

    NASDAQ Stock Marketwas officially recognized as a stock exchange by the U.S. Securities and Exchange Commission as of June 1, 2006.  Over the last twenty years NASDAQ has evolved into the preferred trading market for technology and bio-technology companies.  NASDAQ is split into three tiers; the Global Select Market, Global Market and Capital Market.  All  tiers of NASDAQ are much more volatile than the trading markets of traditional stock exchanges.  This volatility results in more shares being traded per day on NASDAQ than any other US exchange.

    The attached charts provide a summary of the listing requirements of NASDAQGSM, NASDAQGM and NASDAQCM:

    Nasdaq Global Select Market Listing Requirements

    Requirements Standard 1: Earnings Standard 2: Capitalization with Cash Flow Standard 3: Capitalization with Revenue Standard 4: Assets with Equity
    Pre-Tax Income Aggregate in prior 3 fiscal years ≥$11,000,000 and Each of the 2 most recent fiscal years ≥$2,200,000 and Each of the prior 3 fiscal years ≥$0 N/A N/A N/A
    Cash Flows N/A Aggregate in prior 3 fiscal years ≥$27,500,000 and each of the prior 3 fiscal years ≥ $0 N/A N/A
    Revenue N/A Previous fiscal year ≥ $110,000,000 Previous fiscal year ≥ $90,000,000 N/A
    Net Tangible Assets N/A N/A N/A $80,000,000 (in last completed fiscal year)
    Market Value of Listed Securities N/A Average ≥$550,000,000 over prior 12 months Average ≥$850,000,000 over prior 12 months $160,000,000
    Market Value of Publicly Held Securities(1) $45,000,000 $45,000,000 $45,000,000 $45,000,000
    # of Shares Publicly Held(2) 1,250,000 1,250,000 1,250,000 1,250,000
    # Public Board Lot Holders 450 450 450 450
    Trading Price of Listed Securities(2) $4.00 $4.00 $4.00 $4.00
    Shareholders Equity N/A N/A N/A $55,000,000
    Market Makers 3 or 4 3 or 4 3 or 4 3 or 4
    Operating History N/A N/A N/A N/A

    Notes:

    1. Seasoned companies currently trading on another market are required to have a market value of publicly held shares of $110,000,000 or a market value of publicly held shares of $100,000,000 and $110,000,000 in shareholders’ equity.
    2. Issuers listing concurrently with an initial public offering or as a spin-off may alternatively have 2,200 total shareholders. Seasoned companies currently trading on another market or affiliated companies of listed on Nasdaq Global Select Markets may alternatively have 2,200 total shareholders or 550 total shareholders and 1,100,000 average monthly trading volumes over the last 12 months

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    Nasdaq Global Market Listing Requirements

    Requirements Income Standard Equity Standard Market Value Standard(3) Total Assets/Total
    Revenue Standard
    Pre-Tax Income Last Year (In latest fiscal year or in 2 of last 3 fiscal years) $1,000,000 N/A N/A N/A
    Total Assets and Total Revenue (In latest fiscal year or in 2 of last 3 fiscal years) N/A N/A N/A $75,000,000 and $75,000,000
    Market Value Publicly Held Stock(1) $8,000,000 $18,000,000 $20,000,000 $20,000,000
    Market Value of Listed Securities(2) N/A N/A $75,000,000 N/A
    # of Shares Publicly Held 1,100,000 1,100,000 1,100,000 1,100,000
    # Public Board Lot Holders 400 400 400 400
    Trading Price of Listed Securities $4.00 $4.00 $4.00 $4.00
    Shareholders Equity $15,000,000 $30,000,000 N/A N/A
    Market Makers 3 3 4 4
    Operating History N/A 2 years N/A N/A

    Notes:

    1. Publicly held shares is defined as total shares outstanding, less any shares held directly or indirectly by officers, directors or any person who is the beneficial owner of more than 10% of the total shares outstanding of the company. Entities in which an officer, director, or 10% owner has voting and/or dispositive power, such as a typical Employee Stock Option Plan, are excluded from publicly held shares.
    2. The term, “listed securities”, is defined as “securities listed on NASDAQ or another national securities exchange.”
    3. Seasoned companies (those companies already listed or quoted on another marketplace) qualifying only under the Market Value Standard must meet the market value of listed securities and the bid price requirements for 90 consecutive trading days prior to applying for listing.

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    Nasdaq Capital Market – NASDAQCM Listing Requirements

    Requirements Equity Standard Market Value of Listed Securities Standard(3) Net Income Standard
    Net Income from Continuing Operations(In latest fiscal year or in 2 of last 3 fiscal years) N/A N/A $750,000
    Net Tangible Assets N/A N/A N/A
    Market Value Publicly Held Stock(1) $15,000,000 $15,000,000 $5,000,000
    Market Value of Listed Securities(2) N/A $50,000,000 N/A
    # of Shares Publicly Held 1,000,000 1,000,000 1,000,000
    # Public Board Lot Holders 300 300 300
    Bid price or Closing price(4) $4.00 $3.00 $4.00 $3.00 $4.00 $3.00
    Shareholders Equity $5,000,000 $4,000,000 $4,000,000
    Market Makers 3 3 3
    Operating History 2 years N/A N/A

    Notes:

    1. Publicly held shares is defined as total shares outstanding, less any shares held directly or indirectly by officers, directors or any person who is the beneficial owner of more than 10% of the total shares outstanding of the company. Entities in which an officer, director, or 10% owner has voting and/or dispositive power, such as a typical Employee Stock Option Plan, are excluded from publicly held shares.
    2. The term, “listed securities”, is defined as “securities listed on NASDAQ or another national securities exchange.”
    3. Seasoned companies (those companies already listed or quoted on another marketplace) qualifying only under the Market Value Standard must meet the market value of listed securities and the bid price requirements for 90 consecutive trading days prior to applying for listing.

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    Other Articles You May Find of Interest:

      _________

      Alixe Cormick is the founder of Venture Law Corporation in Vancouver, British Columbia and a member of Commercialization Advisory Board of the Life Science Institute at the University of British Columbia, the Advisory Board of the National Crowdfunding Association and two private tech companies. She is also a member of the Pacific Northwest Keiretsu Forum, an association of accredited private equity angel investors, venture capitalists and corporate/institutional investors, and Vantech Angel Technology Network, a Vancouver angel group. You can reach Alixe by phone at 604-659-9188, by email at acormick@venturelawcorp.com, on twitter @AlixeCormick or on Google+.

      Listing Requirements of NASDAQ Private Market

      – * last updated August 30, 2015 –

      nasdaq-private-marketNASDAQ Private Market a joint effort between NASDAQ and SharesPost to provide a secondary trading market for high quality private issuers who want to remain private , but yet provide a trading forum for their founders, private investors and employees. It also provides other support services to client companies.

      Securities related services are offered through NASDAQ Private Market affiliate, NPM Securities, a FINRA registered broker-dealer, member of SIPC and SEC-registered alternative trading system.

      The listing requirements of NASDAQ Private Market are greater than a number of full stock exchanges.

      Listing Requirements of NASDAQ Private Market

      Members must meet at least one of the following:
      Funding received(1) $30,000,000 within last 2 years
      Enterprise value(1) $50,000,000
      Total assets(2) $50,000,000
      Total annual revenue(2) $50,000,000
      Annual net income $750,000
      Shareholders’ equity $5,000,000 and 2 year operating history
      Sponsorship(3) Yes by recognized and experienced financial investor(s) with prior success in venture investments
      Continuous Disclosure Requirements
      Financial statements Audited annual financial statements and unaudited quarterly financial statements
      Annual disclosures Management bios, detailed description of business (any significant developments, operations, competition and risks) and capital structure
      Insider trading policy Adopt and enforce an insider trading policy

      _________

      Other Articles You May Find of Interest:

        _________

        Alixe Cormick is the founder of Venture Law Corporation in Vancouver, British Columbia and a member of Commercialization Advisory Board of the Life Science Institute at the University of British Columbia, the Advisory Board of the National Crowdfunding Association and two private tech companies. She is also a member of the Pacific Northwest Keiretsu Forum, an association of accredited private equity angel investors, venture capitalists and corporate/institutional investors, and Vantech Angel Technology Network, a Vancouver angel group. You can reach Alixe by phone at 604-659-9188, by email at acormick@venturelawcorp.com, on twitter @AlixeCormick or on Google+.